Terms of Service

Please read these Terms of Service ("Terms", "Terms of Service") carefully before using the Fidelio.FM website and Computerized Maintenance Management System (CMMS) service (the "Service") operated by SmartFM Group Ltd ("us", "we", "our", or "Company").

Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms, you may not access the Service.

1. Definitions

In these Terms, the following definitions apply:

• "Account" means a unique account created for You to access our Service or parts of our Service.
• "Content" refers to data and information such as text, images, or other material which you may upload, input, or create within the Service.
• "Documentation" means the guides, tutorials, and other documentation provided by us in relation to the Service.
• "Maintenance Window" means a period during which the Service may be unavailable while we perform scheduled maintenance.
• "Service Level Agreement (SLA)" means the separate agreement that may be offered with certain subscription plans, detailing performance metrics and remedies.
• "Subscription" refers to the recurring payment arrangement for continued access to the Service.
• "User" means an individual who is authorized by you to use the Service.

2. Account Registration and Security

When you create an account with us, you must provide information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.

You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.

You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity without appropriate authorization, or a name that is offensive, vulgar, or obscene.

3. Subscriptions and Payment

Some parts of the Service are offered on a subscription basis. You will be billed in advance on a recurring basis, depending on the type of subscription plan you select. Subscription charges are not refundable except as expressly stated in these Terms or as required by applicable law.

Prices for our Service may change upon 30 days' notice from us. Such notice may be sent to you via email or posted on the Service dashboard.

We use third-party payment processors to bill you through a payment account linked to your account. The processing of payments will be subject to the terms, conditions, and privacy policies of these payment processors in addition to these Terms.

If your payment fails, we may immediately restrict or terminate your access to the Service. You agree to reimburse us for all collection costs and expenses incurred in the collection of any amounts due.

4. Service Availability and Support

We will make commercially reasonable efforts to ensure the Service is available 24 hours a day, 7 days a week, except for scheduled maintenance during published Maintenance Windows and for any emergency maintenance.

We will provide the level of support specified in your subscription plan. Basic support typically includes email support during business hours (9:00 AM to 5:00 PM UK time, Monday through Friday, excluding public holidays).

For Enterprise customers, additional support services and Service Level Agreements may apply as specified in separate agreements.

5. Use of the Service

5.1 License Grant

Subject to these Terms and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to use the Service for your internal business purposes.

5.2 Restrictions

You may not:

• License, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit the Service
• Modify or make derivative works based upon the Service
• Create Internet "links" to the Service or "frame" or "mirror" any part of the Service on any other server or wireless or Internet-based device
• Reverse engineer or access the Service in order to build a competitive product or service, build a product using similar ideas, features, functions, or graphics of the Service, or copy any ideas, features, functions, or graphics of the Service
• Launch an automated program or script, including web crawlers, robots, web spiders, or any program which may make multiple server requests per second
• Use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights
• Use the Service to store or transmit Malicious Code
• Interfere with or disrupt the integrity or performance of the Service or third-party data contained therein
• Attempt to gain unauthorized access to the Service or its related systems or networks

5.3 Acceptable Use

You agree to use the Service in compliance with all applicable laws, regulations, and ordinances, including data protection and privacy laws.

6. Your Content and Data

6.1 Content Ownership

You retain all rights, title, and interest in and to your Content. By uploading Content to the Service, you grant us a worldwide, non-exclusive, royalty-free license to use, copy, store, modify, transmit, and display your Content solely to the extent necessary to provide the Service to you.

6.2 Data Processing

As a CMMS provider, we recognize that you may input data about your employees, contractors, and other individuals. You represent and warrant that you have obtained all necessary consents and permissions to provide such data to us, and that your use of the Service complies with all applicable data protection and privacy laws, including the UK GDPR and Data Protection Act 2018.

Our processing of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. You agree to provide appropriate notices to individuals whose data you process through the Service and obtain all necessary consents.

6.3 Data Backup

We implement reasonable technical measures to protect and back up your data. However, you are responsible for maintaining your own backups of any data uploaded to the Service. You agree that we are not responsible for any loss of data in the event of system failures or outages.

6.4 Data Export

During the term of your subscription, you will have the ability to export your data from the Service in standard formats. Upon termination, we will provide a reasonable opportunity for you to download your data before we delete it from our systems.

7. Intellectual Property

The Service and its original content (excluding Content provided by users), features, and functionality are and will remain the exclusive property of SmartFM Group Ltd and its licensors. The Service is protected by copyright, trademark, and other laws of both the United Kingdom and foreign countries.

Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of SmartFM Group Ltd.

We respect the intellectual property rights of others. If you believe that material available on or through our Service infringes upon your intellectual property rights, please contact us.

8. Third-Party Services

The Service may contain links to third-party websites, services, or resources that are not owned or controlled by SmartFM Group Ltd.

SmartFM Group Ltd has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that SmartFM Group Ltd shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit or integrate with the Service.

9. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall SmartFM Group Ltd, its directors, employees, partners, agents, suppliers, or affiliates be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from:

• Your access to or use of or inability to access or use the Service
• Any conduct or content of any third party on the Service
• Any content obtained from the Service
• Unauthorized access, use, or alteration of your transmissions or content

In no event shall our aggregate liability exceed the amount you paid to us for use of the Service in the 12 months preceding the event giving rise to the liability. This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if we have been advised of the possibility of such damage.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of the above limitations may not apply to you.

10. Disclaimer of Warranties

Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or course of performance.

SmartFM Group Ltd does not warrant that: (a) the Service will function uninterrupted, secure, or available at any particular time or location; (b) any errors or defects will be corrected; (c) the Service is free of viruses or other harmful components; or (d) the results of using the Service will meet your requirements.

While we strive to provide a reliable CMMS system, we make no warranties or representations about the accuracy or completeness of the Service's content or the content of any websites linked to the Service.

11. Termination

We may terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.

Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service or contact us to request account deletion.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

12. Indemnification

You agree to defend, indemnify, and hold harmless SmartFM Group Ltd and its licensees and licensors, and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal fees), resulting from or arising out of:

• Your use and access of the Service
• Your violation of any term of these Terms
• Your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right
• Any claim that your Content caused damage to a third party

13. Governing Law

These Terms shall be governed and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.

14. Dispute Resolution

Any disputes arising out of or relating to these Terms or the Service shall be resolved through binding arbitration in accordance with the rules of the London Court of International Arbitration. The arbitration shall be conducted in London, England, in the English language.

Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect our intellectual property rights in any court of competent jurisdiction.

15. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.

16. Contact Us

If you have any questions about these Terms, please contact us:

SmartFM Group Ltd
Email: [email protected]
Phone: +44 (0)20 1234 5678
Address: London, United Kingdom

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